6th Jun 2005 12:18
Not for release or distribution in the United States of America, Australia, France, New Zealand, South Africa, Canada and Switzerland. 6 June 2005 United Utilities PLC ("United Utilities" or the "Company") Rights Issue of Further A Shares to A Shareholders on the basis of One FurtherA Share for each Existing A Share at 165p per Further A ShareThe Company announces that listing particulars relating to the issue of the nilpaid rights, fully paid rights, and A shares are expected to be sent today toholders of A shares (other than those in the United States of America).On 28 July 2003 United Utilities announced its intention to raise up to ‚£1,011million, net of expenses, by way of the Two-Stage Rights Issue, to fund in partits capital investment programmes. This announcement relates to the secondstage of the Two-Stage Rights Issue; the offer by way of rights of one FurtherA Share for each A Share held on 2 June 2005 at a price of 165p per share. ThisFurther A Share Rights Issue, like the fully subscribed First Stage, has notbeen underwritten.The Two-Stage Rights Issue was structured as two sequential offers by way ofrights of A Shares both at a price of 165 pence per A Share, so that the grossproceeds are received in two stages, approximately ‚£510 million raised inSeptember 2003 and up to approximately ‚£510 million expected to be raised inJune 2005. In aggregate, this Two-Stage Rights Issue is equivalent to the rightto buy five New Ordinary Shares for every nine Ordinary Shares held on 20August 2003 at a price of 330p per Ordinary Share.The First Stage of the Two-Stage Rights Issue, the initial offer of A Shares,took place in 2003 when holders of Ordinary Shares were granted the right tosubscribe five A Shares for every nine Ordinary Shares held on 20 August 2003at 165 pence per share. The initial offer of A Shares in 2003 raisedapproximately ‚£501.2 million, net of expenses.In accordance with the terms of the Two-Stage Rights Issue, the Further A ShareRights Issue is only being made to holders of A Shares. Ordinary Shareholderswere offered A Shares under the First Stage. Those who did not elect to take uptheir rights or who sold their rights in the market in 2003 have no entitlementto Further A Shares, unless they have bought A Shares in the market since thenand held A Shares as at the close of business on 6 July 2005.If subscribed for in full, the Further A Share Rights Issue will generate grossproceeds of up to approximately ‚£510 million (up to approximately ‚£507.5million, net of expenses). Such proceeds will be used to fund in part UnitedUtilities' regulated capital investment programmes over the current regulatoryperiod (2005-2010).Admission of the Further A Shares, nil paid, is expected to become effectiveand dealings in the Further A Shares, nil paid, to commence on 7 June 2005.Following completion of the Further A Share Rights Issue, all the A Shares inissue (including the Further A Shares) will, in accordance with the rightsattaching to them under the articles of association of the Company, beautomatically consolidated into and reclassified as New Ordinary Shares on thebasis of one New Ordinary Share for every two A Shares. Admission of the NewOrdinary Shares is expected to become effective and dealings in the NewOrdinary Shares, fully paid, to commence on 7 July 2005.No share certificates will be issued in respect of the Further A Shares. Sharecertificates for the New Ordinary Shares resulting from the consolidation andreclassification of all of the A Shares are expected to be posted by 15 July2005.BACKGROUND, STRATEGY AND REASONS FOR THE FURTHER A SHARE RIGHTS ISSUEBackgroundSince privatisation in 1989, United Utilities, through its subsidiary UnitedUtilities Water, has successfully undertaken a very substantial programme ofcapital investment, to meet the requirements of the quality regulators(principally the Environment Agency and the Drinking Water Inspectorate).At the time of the offer of the Initial A Shares in 2003, the Board'sexpectation for the current five-year review period (2005-10, known as AMP4)was that the capital programme for United Utilities Water would be at least aslarge as the 2000-05 programme (known as AMP3) which, at its commencement, wasestimated to require approximately ‚£3 billion of investment. The Board has nowaccepted the final price determination of Ofwat for AMP4 based on a capitalprogramme of ‚£2.9 billion (taking account of likely inflation over the AMP4period) as set out in Ofwat's final determination document "Future water andsewerage charges 2005-2010: Final determinations" dated December 2004. Inaddition, United Utilities Water is also expecting to spend approximately ‚£200million in the AMP4 period as a result of carry-over of obligations funded inAMP3 (principally relating to its Unsatisfactory Intermittent Discharges("UID") programme, which was subject to revisions in scope and schedulingduring the latter stages of AMP3 in agreement with Ofwat and the EnvironmentAgency).Furthermore, United Utilities estimates that there is potential for up toapproximately ‚£500 million of additional investment relating to projects thatwere not part of the regulatory contract for the 2005-10 period but which maybe confirmed as additional obligations during the AMP4 period (1) by theregulators. These potential additional obligations include: further work onAMP3 UIDs (the scope of which work is still to be determined) and projects thatwere excluded by Ofwat from its final determination for AMP4 pendinginvestigation of such projects. To the extent that this additional expenditureof up to ‚£500 million represents new obligations on United Utilities Water, itwill meet the criterion for a "relevant change of circumstance," which meansthat it may be eligible for inclusion in any IDoK application that UnitedUtilities Water might make during the AMP4 period. If an IDoK application ismade and is successful, Ofwat would adjust United Utilities Water's pricelimits during the AMP4 period to provide additional revenues in respect of thiscapital expenditure and any other items that are required to be taken intoaccount in the IDoK.If United Utilities Water chose not to make an IDoK application during AMP4,either because such additional expenditure was not sufficiently material or itwas offset by reduced costs in other areas, then United Utilities expects thatthis expenditure would, to the extent that it represents additionalobligations, be logged-up at the 2009 periodic review. The additionalexpenditure would then be reflected in prices over the 2010-2015 period andbeyond.Together, this amounts to a capital investment programme with a potential scaleof up to approximately ‚£3.6 billion for United Utilities Water during thecurrent review period, in line with the Board's expectation for the AMP4regulatory period.The capital investment programme requirements for United Utilities Electricityhave also now been clarified. At the time of the offer of the Initial A Sharesin 2003, the Board's expectation for the current regulatory period (2005-10)was that the capital investment programme might be larger than in the previousperiod, which was estimated to be around ‚£500 million. The Board has nowaccepted Ofgem's final price determination based on a capital investmentprogramme of around ‚£640 million (taking account of likely inflation over theAMP4 period) as set out in Ofgem's document "Distribution Price ControlReview-Final Proposals" dated November 2004, in the current regulatory period.For the 2005-10 review period Ofwat has allowed companies to earn a real,post-tax return of 5.1 per cent. In addition to this return, to ensure thatcompanies are able to raise the necessary finance in the capital markets toundertake their investment programmes, Ofwat has included a "financeability"uplift in price limits. This is worth around ‚£400 million in additionalrevenues over the 2005-10 period, in net present value terms, for the waterindustry.Ofgem has allowed a real post-tax return of 4.8 per cent. In most cases Ofgemdid not include a specific financeability uplift in price limits for the2005-10 period but assessed financeability by reference to its intention topropose price controls that were consistent with regulated companies being ableto maintain investment grade ratings.United Utilities' StrategySince United Utilities' current management team came together in 1999-2000, theGroup has pursued a consistent strategy with two principal objectives: * to improve the efficiency of its regulated businesses by maximising synergies as a multi-utility operator, enabling outperformance against regulatory targets and the delivery of additional returns; and * to achieve growth in its support services businesses by using its core skills of infrastructure management and business process outsourcing, without either significant further investment or diversification risk. A proportion of United Utilities' capital investment programmes has beenfinanced through capital and operating efficiencies. The Group plans toidentify further opportunities to outperform its operating cost savings targetduring 2005-10; however, having made significant savings in the 15 years sinceprivatisation, there will be less scope for operating efficiency improvementsto fund quality improvements in the future. As a result, greater reliance islikely to be placed on other sources of funding, both from customers and fromthe capital markets.The Group's non-regulated activities are now a significant portion of overallrevenues, contributing over 40 per cent. of the Group's external revenue in theyear ended 31 March 2005. These businesses are also a material component of theprofitability of the Group. While pursuing further successful implementation ofthe Group's strategy to grow its support services businesses, the Group willalso seek to realise the benefits of the potential synergies and economies ofscale arising from United Utilities Contract Solutions' and Vertex's contractwins during the last year and the new business opportunities available toVertex through its recent acquisition of Marlborough Stirling plc.United Utilities' financial strategy is to maintain a strong balance sheet. Aconventional equity funding structure is deemed by the Board to be appropriate,given the risks inherent in the regulated businesses. In the opinion of theDirectors it provides a robust base from which to undertake the raising of newdebt and the refinancing of existing debt and secures better access to the debtmarkets. The benefits of this funding structure have been recognised by Ofwatand OfgemThe successful implementation of the Group's strategy has delivered growth inprofitability and supported the payment of substantial dividends during thepast five years.Reasons for the Further A Share Rights IssueThe sequential structure of the Two-Stage Rights Issue was designed to assistin managing the level of gearing in the regulated businesses by matching thereceipt of proceeds from the issue of new equity as closely as is practicableto the requirements of the capital investment programmes in the regulatedbusinesses.As part of the two-stage issue structure, the A Shares have attached to themthe right of each A Shareholder recorded on the register on 2 June 2005 tosubscribe, on the terms of and subject to the articles of association of theCompany for one Further A Share for every A Share then held at a price of 165pper Further A Share.The size of the capital investment programme over the AMP4 period for UnitedUtilities Water, which is now expected to be in the region of between ‚£2.9billion and ‚£3.6 billion as described above, is substantial both in absoluteterms and relative to United Utilities Water's existing regulatory asset baseand the Board's current expectations are that this scale of investment willcontinue beyond 2010. In addition, within United Utilities' electricitybusiness, the current regulatory review period (2005-10) requires a capitalinvestment programme of ‚£640 million (compared with ‚£500 million for the2000-2005 period). In anticipation of this and the capital investmentrequirements of the remaining term of the AMP3 capital investment programme andof the electricity business, the Board considers that the Two-Stage RightsIssue has and will put the Group in a stronger position to finance theseprogrammes and is consistent with its commitment to a conventional equitystructure.Regular debt financing and refinancing are very significant components of theGroup's overall funding plans. The beneficial impact of new equity on theGroup's credit profile should reduce the cost at which the Group is able toissue debt. The proceeds from the Further A Share Rights Issue will be used tofinance in part the capital expenditure programmes in the regulated businesses.DIVIDEND POLICYThe Board reviewed its dividend policy following publication of the regulatoryreviews for the period 2005-2010. The Board's target is to maintain dividendsin real terms throughout the five-year period.The target of maintaining dividends in real terms is dependent on the Groupcontinuing to execute successfully its strategy of improving the efficiency ofits regulated businesses, enabling the Group to outperform its regulatorytargets and deliver additional returns, and growing its support servicesbusinesses, by using its core skills of infrastructure management and businessprocess outsourcing. The target assumes that the Group at least meets its costsavings targets, as set by the Regulators, and its non-regulated businessescontinue to perform at least in line with current levels. The Board plans toidentify opportunities for the Group's regulated businesses to outperform theirregulatory contracts in order to increase dividend cover and to grow theGroup's non-regulated earnings to enable further re-investment within theseactivities.PRINCIPAL TERMS OF THE FURTHER A SHARE RIGHTS ISSUEThe Further A Shares are being offered by way of rights to QualifyingShareholders on the following basis:1 Further A Share at 165 pence per Further A Share for each Existing A Shareheld and registered in their name at the Record Date.If subscribed for in full, the Further A Share Rights Issue will generate grossproceeds of up to approximately ‚£510 million (net proceeds of up toapproximately ‚£507.5 million after expenses) through the issue of up to309,286,997 Further A Shares, representing 100 per cent. of the Existing AShares) and equivalent to 154,643,498 New Ordinary Shares (representingapproximately 21.58 per cent. of the Existing Shares, being 561,995,970Existing Ordinary Shares and 309,286,997 Existing A Shares in issue at theclose of business on 1 June 2005, on the basis of nominal value).The latest time and date for acceptance and payment in full for the Further AShares is 11.00 a.m. on 29 June 2005.The issue of the Further A Shares has not been underwritten. Nil paid Further AShares not taken up will be allotted and sold in the market if a premium overthe aggregate of the Issue Price and expenses of sale can be achieved, and thispremium will be paid (i) where the provisional allotment was, at the time itlapsed, represented by a Provisional Allotment Letter, to the person whose nameand address appeared on page 1 of the Provisional Allotment Letter; and (ii)where the Nil Paid Rights were, at the time they lapsed, in uncertificatedform, to the person registered as the holder of the Nil Paid Rights at the timeof their disablement in CREST, save that amounts of less than ‚£3 per holdingwill not be paid but will be aggregated and retained for the benefit of theCompany.As the Further A Share Rights Issue is not underwritten, the total number ofFurther A Shares to be issued may be less than 309,286,997 (and, subsequently,the number of New Ordinary Shares created on the consolidation andreclassification may be less than 309,286,997).The last time and date for the exercise of subscription rights to the Further AShares is 11.00 a.m. on 29 June 2005. Following the completion of the issue andallotment of the Further A Shares, all of the A Shares will be consolidatedinto and reclassified as New Ordinary Shares on a basis of one New OrdinaryShare for every two A Shares. With every Initial A Share and Further A Sharehaving an issue price of 165p, the New Ordinary Shares will have an effectiveissue price of 330p per share.Admission of the Further A Shares, nil paid, is expected to become effectiveand dealings in the Further A Shares, nil paid, to commence on 7 June 2005.DIVIDEND ENTITLEMENTS AND DIVIDEND BONUS ELEMENT ADJUSTMENTFollowing the completion of the issue and allotment of the Further A Shares andwith effect from the close of business on 6 July 2005, all of the A Shares inissue (including the Further A Shares) will be consolidated into andreclassified as New Ordinary Shares on the basis of one New Ordinary Share forevery two A Shares. In practice, the Further A Shares will not rank for anydividend prior to their consolidation into and reclassification as New OrdinaryShares, which is expected to take effect at the close of business on 6 July2005. After the consolidation and reclassification of the A Shares, the firstdividend for which the New Ordinary Shares will rank will be any interimdividend in the year ending 31 March 2006. The New Ordinary Shares will thenrank equally for all dividends declared thereafter. Neither the Further AShares nor the New Ordinary Shares will rank for the final dividend of 30.63pence per Ordinary Share and 15.315 pence per Existing A Share in respect ofthe year ended 31 March 2005 expected to be paid on 26 August 2005.In line with market practice and as outlined in the circular sent toShareholders in respect of the First Stage, the Board adjusted the dividends onthe Ordinary Shares to take account of the bonus element of the First Stage andintends to further adjust the dividends on the Ordinary Shares to take accountof the bonus element of the Further A Share Rights Issue. The Board considersthat this adjustment is necessary in order to maintain the comparability ofdividends per share between current and historic financial years, reflectingthe bonus element of the rights issue, and in order to maintain the dividendyield received by an Ordinary Shareholder.CURRENT TRADING AND PROSPECTSUnited Utilities' preliminary results for the year ended 31 March 2005 wereannounced on 2 June 2005. The following paragraph contains highlights of thoseresults and summarises the statements made regarding the Group's currenttrading and prospects.For the year ended 31 March 2005: * Profit before tax (as shown on the face of the consolidated profit and loss account) for the entire Group - increased by 10 per cent. to ‚£370 million * Licensed multi-utility operations (i.e. United Utilities Water and United Utilities Electricity) - operating profit increased by 13 per cent. to ‚£588 million * Infrastructure management - operating profit increased by 15 per cent. to ‚£ 79 million * Business process outsourcing - operating profit increased by 5 per cent. to ‚£26 million * Telecommunications - substantially reduced operating losses and achieved break-even in the second half of the year * Total dividend for the year of 45.42 pence per ordinary share, an increase of 2.5 per cent. The Group's results for the year ended 31 March 2005 are a further milestone inthe implementation of the Group's strategy put in place over five years ago.Current trading across the Group since 31 March 2005 is satisfactory and inline with the Board's expectations, and the Board is confident of the Group'sfinancial and trading prospects for the current financial year.Expected Timetable of Principal Events 2005 Record Date for the Further A Share Rights close of business on 2Issue June Despatch of Listing Particulars and Provisional 6 JuneAllotment Letters Dealings in Further A Shares, nil paid, 8.00 a.m. on 7 Junecommence on the London Stock Exchange Nil Paid Rights credited to stock accounts in as soon as practicableCREST (Qualifying CREST Shareholders only) after 8.00 a.m. on 7 June Recommended latest time for requesting 4.30 p.m. on 22 Junewithdrawal of Nil Paid Rights or Fully Paid Rights from CREST (i.e. if your Nil Paid Rights or Fully Paid Rights are in CREST and you wish to convert them into certificated form) Latest time and date for depositing renounced 3.00 p.m. on 24 JuneProvisional Allotment Letters, nil paid or fully paid, into CREST or for dematerialising Nil Paid Rights into a CREST stock account Latest time and date for splitting Provisional 3.00 p.m. on 27 JuneAllotment Letters Latest time and date for acceptance and payment 11.00 a.m. on 29 Junein full and registration of renounced Provisional Allotment Letters Further A Shares credited to CREST stock 8.00 a.m. on 30 Juneaccounts (for uncertificated holders only) and dealings in Further A Shares to commence on the London Stock Exchange (fully paid) Issue of New Ordinary Shares following close of business on 6consolidation and reclassification of all A JulyShares in issue New Ordinary Shares credited to stock accounts 7 Julyin CREST (for uncertificated holders only) and dealings in New Ordinary Shares to commence on the London Stock Exchange Despatch of definitive share certificates for by 15 JulyNew Ordinary Shares in certificated form Notes: i. The dates set out in the expected timetable of principal events above may be adjusted by United Utilities, in which event details of the new dates will be notified to the UK Listing Authority and to the London Stock Exchange and, where appropriate, to Shareholders. ii. References to times in this announcement are to London time unless otherwise stated. Further InformationListing particulars containing detailed information on the Further A ShareRights Issue are expected to be sent to Qualifying Shareholders today. Thelisting particulars include a section answering some of the frequently askedquestions on rights issues.In addition, there will be a Shareholder Helpline on 0870 600 3971 (+44 1903702767 if calling from outside the UK). This helpline is available from 8.30a.m. to 5.30 p.m. Monday to Friday and will remain open to 5 August 2005.Please note that calls may be monitored or recorded. For legal reasons, theShareholder Helpline will not be able to provide advice on the merits of theFurther A Share Rights Issue, the A Shares (including Further A Shares) or theNew Ordinary Shares or to provide financial, tax or investment advice.(1) As a result of typographical error, the eighth paragraph in the sectionheaded "Operating Performance - Licensed Multi-Utility Operations" in theCompany's preliminary results announcement dated 2 June 2005 stated that anysuch additional obligations may be confirmed by the regulators during the2010-15 period. This reference to 2010-15 should have been to 2005-10.For further information, contact:United Utilities PLC 020 7307 0300 John Roberts, Chief Executive Simon Batey, Finance Director Simon Bielecki, Investor Relations Manager 07810 157649 Evelyn Brodie, Head of Corporate and Financial 020 7307 0309 Communications Dresdner Kleinwort Wasserstein 020 7623 8000 Jonathan Roe Julian Smith Deutsche Bank 020 7545 8000 Martin Pengelley Louise Miller Financial Dynamics 020 7831 3113 Andrew Lorenz Nothing in this announcement constitutes an offer of or an invitation by or onbehalf of United Utilities PLC to subscribe for or purchase any securities ofUnited Utilities PLC.This announcement is not for release, publication or distribution, directly orindirectly, in whole or in part, in or into the United States (including itsterritories and possessions, any state of the United States and the District ofColumbia). This announcement is not an offer for sale of any ordinary shares,nil paid rights, fully paid rights, A shares or any other security of UnitedUtilities PLC within the United States or in any jurisdiction in which such anoffer or solicitation is unlawful. Securities of United Utilities plc,including any offering of its ordinary shares, nil paid rights, fully paidrights or A shares, may not be offered or sold in the United States absentregistration under U.S. securities laws or unless exempt from registrationunder such laws. There will be no public offer of securities in the UnitedStates.This announcement does not constitute an offer to sell, or the solicitation ofan offer to subscribe for Nil Paid Rights, Fully Paid Rights or Further AShares in any jurisdiction in which such offer or solicitation is unlawful. TheNil Paid Rights, Fully Paid Rights, and Further A Shares will not qualify fordistribution under any of the relevant securities laws of Australia, France,New Zealand, South Africa or Switzerland (the "Excluded Territories") nor willthe Further A Shares qualify for distribution to the public in Canada.Accordingly, subject to certain exceptions, the Nil Paid Rights, Fully PaidRights and Further A Shares may not be offered, sold, delivered, renounced ortransferred, directly or indirectly, in or into the Excluded Territories orCanada or any other country outside the United Kingdom and Ireland where suchdistribution may otherwise lead to a breach of any law or regulatoryrequirement.Listing particulars relating to the issue of the Nil Paid Rights, Fully PaidRights, and Further A Shares are expected to be sent to holders of A Shares(other than those in the United States of America) on 6 June 2005 and to bemade available to the public for inspection in London at the document viewingfacility nominated by the UK Listing Authority at 25 The North Colonnade,Canary Wharf, London E14 5HS.Certain statements in this announcement may constitute "forward-lookingstatements" within the meaning of Section 27A of the Securities Act and Section21E of the Exchange Act. All statements other than statements of historicalfacts included in this announcement, including, without limitation, thoseregarding United Utilities PLC's financial position, business strategy, plansand objectives of management for future operations, are forward-lookingstatements. Such forward-looking statements involve known and unknown risks,uncertainties and other factors which may cause the actual results, performanceor achievements of United Utilities PLC, or industry results, to be materiallydifferent from any future results, performance or achievements expressed orimplied by such forward-looking statements. Such forward-looking statements arebased on numerous assumptions regarding United Utilities PLC's present andfuture business strategies and the environment in which United Utilities PLCwill operate in the future. These forward-looking statements speak only as ofthe date of this announcement. United Utilities PLC expressly disclaims anyobligation or undertaking to release publicly any updates or revisions to anyforward-looking statement contained herein to reflect any change in UnitedUtilities PLC's expectations with regard thereto or any change in events,conditions or circumstances on which any such statement is based other than asrequired by law or regulation.Prices and values of, and income from, shares may go down as well as up and aninvestor may not get back the amount invested. It should be noted that pastperformance is no guide to future performance. Persons needing advice shouldconsult an independent financial adviser.Each of Dresdner Kleinwort Wasserstein Limited and Deutsche Bank AG London, whoare authorised and regulated by the FSA for the conduct of investment businessin the United Kingdom, is acting exclusively for United Utilities PLC and no one else in connection with the Further A Share Rights Issue and will not beresponsible to anyone other than United Utilities PLC for providing theprotections afforded to clients of Dresdner Kleinwort Wasserstein Limited andDeutsche Bank AG London or for providing advice in relation to the rights issueor any other matter referred to in this announcement. Definitions "A Shareholders" the holders of A Shares "A Shares" A shares of 50 pence each in the capital of the Company "Admission" admission of the Further A Shares, nil paid, or the New Ordinary Share to (i) the Official List and (ii) trading on the London Stock Exchange's market for listed securities becoming effective in accordance with, respectively, the Listing Rules and the Admission and Disclosure Standards "Admission and Disclosure the requirements contained in the publication Standards" "Admission and Disclosure Standards" dated May 2001 containing, amongst other things, the admission requirements to be observed by companies seeking admission to trading on the London Stock Exchange's market for listed securities "Board" the board of Directors of the Company "Business Day" a day upon which pound sterling deposits may be dealt in on the London inter-bank market, commercial banks are generally open in London and trading and settlement of shares takes place on the London Stock Exchange "certificated" or "in a share or other security which is not in certificated form" uncertificated form (that is, not in CREST) "CREST" the relevant system (as defined in the Regulations) in respect of which CRESTCo is the operator (as defined in the Regulations) "CRESTCo" CRESTCo Limited "Deutsche Bank" Deutsche Bank AG London "Directors" the Directors of the Company "Dresdner Kleinwort Dresdner Kleinwort Wasserstein Limited Wasserstein" "Electricity Regulator" the Gas and Electricity Markets Authority "Exchange Act" the United States Securities Exchange Act of 1934, as amended "Existing A Shares" the 309,286,997 in issue as at the date of this announcement "Existing Ordinary Shares" the 561,995,970 Ordinary Shares currently in issue at the date of this announcement "Existing Shares" the Existing Ordinary Shares and the Existing A Shares "First Stage" means the offer by way of rights to holders of Ordinary Shares on the register of members of the Company at the close of business on 20 August 2003 to subscribe for Initial A Shares, on the terms and conditions set out in the circular published by the Company on 28 July 2003 "FSA" the Financial Services Authority "Fully Paid Rights" rights to acquire Further A Shares, fully paid "Further A Share Rights the proposed offer by way of rights to Issue" Qualifying Shareholders to subscribe for Further A Shares, on the terms and conditions set out in this listing particulars of the Company dated 6 June 2005 and, in the case of Qualifying non-CREST Shareholders only, the Provisional Allotment Letter "Further A Shares" up to 309,286,997 A Shares "Group" United Utilities and its subsidiaries "Initial A Shares" the 309,286,997 A Shares offered by way of rights, and issued, to holders of Ordinary Shares on the register of members of the Company at the close of business on 20 August 2003 pursuant to the First Stage "Ireland" the Republic of Ireland "IdoK" Interim Determination of K "Issue Price" 165 pence per Further A Share "K" the price adjustment factor as set out by the Water Regulator "Listing Rules" the listing rules made by the UK Listing Authority in accordance with section 74 of the Financial Services and Markets Act 2000 (as amended from time to time) "London Stock Exchange" London Stock Exchange plc (or its successor) "New Ordinary Shares" the new Ordinary Shares arising from the consolidation and reclassification of the A Shares "Nil Paid Rights" rights to acquire Further A Shares, nil paid "Official List" the Official List of the UK Listing Authority "Ofgem" the Office of Gas and Electricity Markets "Ofwat" the Office of Water Services "Ordinary Shareholders" the holders of Ordinary Shares "Overseas Shareholders" Qualifying Shareholders with registered addresses in, or who are citizens, residents or nationals of, jurisdictions outside the United Kingdom "Provisional Allotment the provisional allotment letter to be issued Letter" to Qualifying non-CREST Shareholders (other than certain Overseas Shareholders) "Qualifying CREST Qualifying Shareholders holding A Shares in Shareholders" uncertificated form "Qualifying non-CREST Qualifying Shareholders holding A Shares in Shareholders" certificated form "Qualifying Shareholders" A Shareholders on the register of members of the Company at the Record Date "Record Date" the close of business on 2 June 2005 "Registrars" Lloyds TSB Registrars "Regulations" the Uncertificated Securities Regulations 1995 (SI 1995/372) "Regulators" the Electricity Regulator and the Water Regulator "Securities Act" the United States Securities Act of 1933, as amended "Shareholders" the holders of Shares "Shares" Ordinary Shares and/or A Shares "Two-Stage Rights Issue" the two stage rights issue equivalent to the right to buy five New Ordinary Shares for every nine Ordinary Shares held on 20 August 2003 at a price of 330p per Ordinary Share, structured as two sequential offers of A Shares both at a price of 165 pence per A Share announced by United Utilities on 28 July 2003 and comprising the First Stage and the Further A Share Rights Issue "UK Listing Authority" the Financial Services Authority acting in its capacity as the competent authority for the purposes of the Financial Services and Markets Act 2000 "uncertificated" or "in recorded on the register of members as being uncertificated form" held in uncertificated form in CREST and title to which, by virtue of the Regulations, may be transferred by means of CREST "United Kingdom" or "UK" the United Kingdom of Great Britain and Northern Ireland "United States" or "US" the United States, its territories and possessions, any State of the United States and the District of Columbia "United Utilities" or "the United Utilities PLC Company" "United Utilities United Utilities Electricity PLC Electricity" "United Utilities Water" United Utilities Water PLC "Vertex" Vertex Data Science Limited "Water Regulator" the Director General of Water Services "Your Communications" Your Communications Limited ENDUNITED UTILITIES PLCRelated Shares:
United Utilities